FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Citius Pharmaceuticals, Inc. [ CTXR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/08/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 08/08/2017 | P | 421,400 | A | $4.125 | 1,779,663 | D | |||
Common Stock | 08/08/2017 | C | 1,547,067 | A | $3.09 | 3,326,730 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrant to Purchase Common Stock(1) | $4.125 | 08/08/2017 | P | 421,400 | 02/08/2018 | 08/08/2022 | Common Stock | 421,400 | $0.01 | 421,400 | D | ||||
Convertible Promissory Note(2) | $3.09 | 08/08/2017 | A | 1,547,067 | 08/08/2017 | 12/31/2017 | Common Stock | 1,547,067 | (2) | 1,547,067 | D | ||||
Convertible Promissory Note(2) | $3.09 | 08/08/2017 | C | 1,547,067 | 08/08/2017 | 12/31/2017 | Common Stock | 1,547,067 | (2) | 0 | D | ||||
Warrant to Purchase Common Stock(3) | $6.15 | (2) | 06/12/2019 | Common Stock | 19,614 | 19,614 | D | ||||||||
Warrant to Purchase Common Stock(3) | $9.9 | (2) | 09/30/2019 | Common Stock | 3,171 | 3,171 | D | ||||||||
Warrant to Purchase Common Stock(3) | $9.9 | (2) | 01/08/2020 | Common Stock | 4,984 | 4,984 | D | ||||||||
Warrant to Purchase Common Stock(3) | $7.5 | (2) | 08/18/2020 | Common Stock | 35,211 | 35,211 | D | ||||||||
Warrant to Purchase Common Stock(3) | $7.5 | (2) | 11/02/2020 | Common Stock | 20,783 | 20,783 | D | ||||||||
Warrant to Purchase Common Stock(3) | $7.5 | (2) | 11/20/2020 | Common Stock | 20,664 | 20,664 | D | ||||||||
Warrant to Purchase Common Stock(3) | $7.5 | (2) | 01/08/2021 | Common Stock | 13,679 | 13,679 | D | ||||||||
Warrant to Purchase Common Stock(3) | $7.5 | (2) | 03/14/2021 | Common Stock | 4,210 | 4,210 | D | ||||||||
Warrant to Purchase Common Stock(3) | $6.15 | (2) | 03/15/2021 | Common Stock | 18,106 | 18,106 | D | ||||||||
Options to Purchase Common Stock(4) | $6.75 | (3) | 09/12/2024 | Common Stock | 220,000 | 220,000 | D |
Explanation of Responses: |
1. On August 8, 2017, the Reporting Person purchased a five-year warrant to purchase 421,400 shares of the Company's common stock at an exercise price of $4.125 per share. The warrant is fully vested and exercisable six months from August 8, 2017. |
2. On August 8, 2017, the Reporting Person converted $4,710,000 of outstanding convertible promissory notes and accrued interest of $76,240 into shares of common stock at a conversion price per share of $3.09, which was 75% of the price per share paid by investors in the Company's public offering that was completed on August 8, 2017 as set forth in the terms of the convertible promissory notes. |
3. The warrant is fully vested and exercisable immediately. |
4. The option vests as to 40% of the shares of the Company's common stock on September 12, 2014 and 15% of the shares on each of September 12, 2015, March 12 and September 12, 2016 and September 12, 2017. The option was issued pursuant to the Company's 2014 Stock Incentive Plan. |
Remarks: |
* All numbers reflect a 1-for-15 reverse stock split on June 9, 2017. |
/s/ Leonard L. Mazur | 08/10/2017 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |